Common use of Voting Requirements for Certain Actions and Transactions Clause in Contracts

Voting Requirements for Certain Actions and Transactions. (a) Notwithstanding any other provision of this Agreement, and subject to the exceptions provided in Section 6.1, each of the following actions and transactions shall require the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon, including Preferred Shares, if any: (1) the conversion of the Trust from a closed-end investment company to an open-end investment company; (2) the merger or consolidation of the Trust or the Portfolio or any Class thereof with or into another Company or with and into another Class, other than an Exempt Merger; (3) the issuance by the Trust, in one transaction or in a series of transactions, of any securities of the Trust having an aggregate value of five percent (5%) or more of the total value of the Outstanding Shares to any Principal Shareholder for cash; (4) the sale, lease or exchange of all or substantially all the assets of the Portfolio to any Person, other than an Exempt Sale; (5) the termination of the Trust or the Portfolio or any Class thereof (other than an Exempt Termination), provided that a meeting of Shareholders has been called for that purpose; (6) any amendment to this Agreement that makes the Shares a "redeemable security" as that term is defined in the 1940 Act; (7) the removal of one or more Trustees for Cause by the Shareholders, provided that a meeting of Shareholders has been called for that purpose and further provided that only holders of Preferred Shares shall be entitled to vote to remove either of the Preferred Share Trustees; (8) any amendment to Section 3.3 of this Agreement; (9) any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders; and (10) any amendment or alteration to, or any repeal of the provisions of, this Article VI. The voting requirements set forth in this Section 6.2(a) shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Class that may be required by the 1940 Act or by other applicable law), by the terms of any Class that is now or hereafter authorized, by any agreement between the Trust and any national securities exchange, or by this Agreement. (b) For purposes of this Section 6.2, the term "Principal Shareholder" shall mean any corporation, person, entity, or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended), which is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the Outstanding Shares of the Trust and shall include any affiliate or associate, as such terms are defined in clause (2) below, of a Principal Shareholder. In calculating the number of Shares beneficially owned by a Shareholder, in addition to the Shares which a corporation, person, entity, or group beneficially owns directly, any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares (1) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise or (2) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (1) above), by any other corporation, person, entity, or group with which it or its "affiliate" or "associate," as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of Shares of the Trust, or which is its "affiliate" or "associate" as so defined. In calculating the number of Outstanding Shares of the Trust, Outstanding Shares of the Trust shall not include Shares deemed owned through application of clause (1) above.

Voting Requirements for Certain Actions and Transactions. (a) Notwithstanding any other provision of this Agreement, and subject to the exceptions provided in Section 6.1, each of the following actions and transactions shall require the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon, including Preferred Shares, if any: (1) the conversion of the Trust from a closed-end investment company to an open-end investment company; (2) the merger or consolidation of the Trust or the any Portfolio or any Class thereof with or into another Company or with and into another Portfolio or Class, other than an Exempt Merger; (3) the issuance by the Trust, in one transaction or in a series of transactions, of any securities of the Trust having an aggregate value of five percent (5%) or more of the total value of the Outstanding Shares to any Principal Shareholder for cash; (4) the sale, lease or exchange of all or substantially all the assets of the Trust or any Portfolio to any Person, other than an Exempt Sale; (5) the termination of the Trust or the any Portfolio or any Class thereof (other than an Exempt Termination), provided that a meeting of Shareholders has been called for that purpose; (6) any amendment to this Agreement that makes the Shares a "redeemable security" as that term is defined in the 1940 Act; (7) the removal of one or more Trustees for Cause by the Shareholders, provided that a meeting of Shareholders has been called for that purpose and further provided that only holders of Preferred Shares shall be entitled to vote to remove either of the Preferred Share Trusteespurpose; (8) any amendment to Section 3.3 of this Agreement; (9) any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders; and (109) any amendment or alteration to, or any repeal of the provisions of, this Article VI. The voting requirements set forth in this Section 6.2(a) shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Class Portfolio (or Class) that may be required by the 1940 Act or by other applicable law), by the terms of any Class that is now or hereafter authorized, by any agreement between the Trust and any national securities exchange, ) or by this Agreement. (b) For purposes of this Section 6.2, the term "Principal Shareholder" shall mean any corporation, person, entity, or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended), which is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the Outstanding Shares of the Trust and shall include any affiliate or associate, as such terms are defined in clause (2) below, of a Principal Shareholder. In calculating the number of Shares beneficially owned by a Shareholder, in addition to the Shares which a corporation, person, entity, or group beneficially owns directly, any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares (1) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise or (2) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (1) above), by any other corporation, person, entity, or group with which it or its "affiliate" or "associate," as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of Shares of the Trust, or which is its "affiliate" or "associate" as so defined. In calculating the number of Outstanding Shares of the Trust, Outstanding Shares of the Trust shall not include Shares deemed owned through application of clause (1) above.

Voting Requirements for Certain Actions and Transactions. (a) Notwithstanding any other provision of this Agreement, and subject to the exceptions provided in Section 6.1, each of the following actions and transactions shall require the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon, including Preferred Shares, if any: (1) the conversion of the Trust from a closed-end investment company to an open-end investment company; (2) the merger or consolidation of the Trust or the Portfolio or any Class thereof with or into another Company or with and into another Class, other than an Exempt Mergerunless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or the Portfolio or such Class will have a majority of the outstanding shares of the surviving Company or Class, as the case may be; (3) the issuance by the Trust, in one transaction or in a series of transactions, of any securities of the Trust having an aggregate value of five percent (5%) or more of the total value of the Outstanding Shares to any Principal Shareholder for cash; (4) the sale, lease or exchange of all or substantially all the assets of the Portfolio or any Class thereof to any Person, other than an Exempt Saleunless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of business trust; (5) the termination of the Trust or the Portfolio or any Class thereof (other thereof, unless, as of the date on which the Trustees have determined to so terminate the Trust or the Portfolio or such Class, there are fewer than an Exempt Termination), provided that a meeting 100 holders of Shareholders has been called for that purposerecord of the Trust or the Portfolio or such terminating Class; (6) any amendment to this Agreement that makes the Shares a "redeemable security" as that term is defined in the 1940 Act; (7) the removal of one or more Trustees for Cause by the Shareholders, provided that a meeting of Shareholders has been called for that purpose and further provided that only holders of Preferred Shares shall be entitled to vote to remove either of the Preferred Share Trustees; (8) any amendment to Section 3.3 of this Agreement; (9) any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders; and (10) any amendment or alteration to, or any repeal of the provisions of, this Article VI or the adoption of any provision inconsistent with this Article VI. The voting requirements set forth in this Section 6.2(a) shall be in addition to, and not in lieu of, any the vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Class that may be required by the 1940 Act or by other applicable law), by the terms of any Class that is now or hereafter authorized, by any agreement between the Trust and any national securities exchange, or by this Agreement. (b) For purposes of this Section 6.2, the term "Principal Shareholder" shall mean any corporation, person, entity, or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended), which is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the Outstanding Shares of the Trust and shall include any affiliate or associate, as such terms are defined in clause (2) below, of a Principal Shareholder. In calculating the number of Shares beneficially owned by a Shareholder, in addition to the Shares which a corporation, person, entity, or group beneficially owns directly, any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares (1) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise or (2) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (1) above), by any other corporation, person, entity, or group with which it or its "affiliate" or "associate," as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of Shares of the Trust, or which is its "affiliate" or "associate" as so defined. In calculating the number of Outstanding Shares of the Trust, Outstanding Shares of the Trust shall not include Shares deemed owned through application of clause (1) above.

Voting Requirements for Certain Actions and Transactions. (a) Notwithstanding any other provision of this Agreement, and subject to the exceptions provided in Section 6.16.2(b), each of the following actions and transactions shall require the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon, including Preferred Shares, if any: (1) the conversion of the Trust from a closed-end investment company to an open-end investment company; ; (2) the merger or consolidation of the Trust or the Portfolio or any Class thereof with or into another Company or with and into another Class, other than an Exempt Merger; ; (3) the issuance by the Trust, in one transaction or in a series of transactions, of any securities of the Trust having an aggregate value of five percent (5%) or more of the total value of the Outstanding Shares to any Principal Shareholder for cash; ; (4) the sale, lease or exchange of all or substantially all the assets of the Portfolio Trust to any Person, other than an Exempt Sale; ; (5) the termination dissolution of the Trust or the Portfolio or any Class thereof (other than an Exempt TerminationDissolution), provided that a meeting of Shareholders has been called for that purpose; ; (6) any amendment to this Agreement that makes the Shares a "redeemable security" as that term is defined in the 1940 Act; ; (7) the removal of one or more Trustees for Cause by the Shareholders, provided that a meeting of Shareholders has been called for that purpose and further provided that only holders of Preferred Shares shall be entitled to vote to remove either of the Preferred Share Trustees; purpose; (8) any amendment to Section 3.3 of this Agreement; Agreement that would have the effect of eliminating the classification of the Board of Trustees with respect to their terms of office; (9) any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders; and and (10) any amendment or alteration to, or any repeal of the provisions of, this Article VI. The voting requirements set forth in this Section 6.2(a) shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Class that may be required by the 1940 Act or by other applicable law), by the terms of any Class that is now or hereafter authorized, by any agreement between the Trust and any national securities exchange, or by this Agreement. (b) In the case of any action or transaction set forth in Sections 6.2(a)(1) through 6.2(a)(6) above, the approval, adoption, or authorization of the action or transaction in question shall require a Majority Shareholder Vote rather than the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon as provided for in Section 6.2(a) if the action or transaction in question has previously been approved, adopted, or authorized by both the affirmative vote of two-thirds of the total number of Trustees and the affirmative vote of two-thirds of the Trustees who are not "interested persons" of the Trust, as that term is defined in the 1940 Act. (c) The vote necessary to approve all matters other than those described in Sections 6.2(a) and 6.2(b) shall be set forth in the Bylaws. (d) For purposes of this Section 6.2, the term "Principal Shareholder" shall mean any corporation, person, entity, or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended), which is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the Outstanding Shares of the Trust and shall include any affiliate or associate, as such terms are defined in clause (2) below, of a Principal Shareholder. In calculating the number of Shares beneficially owned by a Shareholder, in addition to the Shares which a corporation, person, entity, or group beneficially owns directly, any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares (1) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise or (2) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (1) above), by any other corporation, person, entity, or group with which it or its "affiliate" or "associate," as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of Shares of the Trust, or which is its "affiliate" or "associate" as so defined. In calculating the number of Outstanding Shares of the Trust, Outstanding Shares of the Trust shall not include Shares deemed owned through application of clause (1) above.. ARTICLE VII